P entered into a written lease agreement with D to lease premises to D for a period of 15 years. The premises were to be used as a motion picture theatre. D paid a security deposit, and the rest of the contract was executory. D was formed and restricted generally to marine activities including marine repairs and the building and equipment of boats and vessels, as set forth in the certificate of incorporation. P sued claiming that the operation of a motion picture theatre business was completely outside the scope of the powers and authority conferred by D's corporate charter. This rendered the lease agreement invalid. P sought a declaratory judgment declaring the lease to be invalid or in the alternative for rescission.

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